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                            February 8, 2023

       Lisa Haddad
       Partner
       Goodwin Procter LLP
       100 Northern Avenue
       Boston, MA 02210

                                                        Re: Ritchie Bros.
Auctioneers Incorporated
                                                            Amended
Registration Statement on Form S-4
                                                            Filed February 1,
2023
                                                            File No. 333-268787

       Dear Lisa Haddad:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Background of the Mergers, page 67

   1.                                                   We note that you first
disclose information about the transaction with Starboard on
                                                        December 14, 2022 and
that until January 22, 2023 there is no description of any
                                                        discussions or
negotiations with Starboard or any description of the board or management
                                                        being involved any such
negotiations. Please provide additional information about the
                                                        negotiations with
Starboard and the board and management's actions in that respect.
       RBA's Reasons for the Mergers and Recommendation of the RBA Board, page
91

   2.                                                   Please revise your
disclosure to describe what, if any, consideration the RBA board gave
                                                        to Starboard's
investment and the appointment of a Starboard representative to the RBA
                                                        board in determining
that the merger, RBA share issuance and other related
 Lisa Haddad
Goodwin Procter LLP
February 8, 2023
Page 2
      transactions were in the best interests of RBA and its shareholders and
resolved to
      recommend that RBA shareholders approve the RBA share issuance at the RBA
special
      meeting.
3.    On a related note, please disclose whether the RBA board requested that
Goldman Sachs
      or Guggenheim Securities include the Starboard transaction in their
analyses to determine
      whether the merger consideration to be paid by RBA for each share of IAA
common stock
      pursuant to the merger agreement was fair from a financial point of view
to RBA.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

     You may contact Dan Duchovny at (202) 551-3619 if you have questions
regarding our
comments.



                                                           Sincerely,
FirstName LastNameLisa Haddad
                                                           Division of
Corporation Finance
Comapany NameGoodwin Procter LLP
                                                           Office of Mergers
and Acquisitions
February 8, 2023 Page 2
cc:       Lisa Haddad
FirstName LastName